We have audited the accompanying financial statements of
Wonderla Holidays Limited (the “Company”), which comprise
the Balance Sheet as at March 31, 2025, and the Statement
of Profit and Loss (including Other Comprehensive Income),
the Statement of Cash Flows and the Statement of Changes
in Equity for the year ended on that date, and notes to
the financial statements, including a summary of material
accounting policies and other explanatory information.

In our opinion and to the best of our information and according
to the explanations given to us, the aforesaid financial
statements give the information required by the Companies
Act, 2013 (the “Act”) in the manner so required and give a
true and fair view in conformity with the Indian Accounting
Standards prescribed under Section 133 of the Act, (“Ind AS”)
and other accounting principles generally accepted in India, of
the state of affairs of the Company as at March 31, 2025, and
its profit, total comprehensive income, its cash flows and the
changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the financial statements in
accordance with the Standards on Auditing (“SA”s) specified
under Section 143(10) of the Act. Our responsibilities under
those Standards are further described in the Auditor’s
Responsibility for the Audit of the Financial Statements
section of our report. We are independent of the Company
in accordance with the Code of Ethics issued by the Institute
of Chartered Accountants of India (“ICAO together with the
ethical requirements that are relevant to our audit of the
financial statements under the provisions of the Act and the
Rules made thereunder, and we have fulfilled our other ethical
responsibilities in accordance with these requirements and
the ICAI’s Code of Ethics. We believe that the audit evidence
obtained by us is sufficient and appropriate to provide a basis
for our audit opinion on the financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional
judgment, were of most significance in our audit of the
financial statements of the current period. These matters
were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon,
and we do not provide a separate opinion on these matters.
We have determined the matters described below to be the
key audit matters to be communicated in our report.

Information Other than the Financial Statements and
Auditor’s Report Thereon

• The Company’s Board of Directors is responsible for
the other information. The other information comprises
the information included in the Directors Report but
does not include the financial statements and our
auditor’s report thereon.

• Our opinion on the financial statements does not cover
the other information and we do not express any form
of assurance conclusion thereon.

• In connection with our audit of the financial statements,
our responsibility is to read the other information and,
in doing so, consider whether the other information is
materially inconsistent with the financial statements or
our knowledge obtained during the course of our audit
or otherwise appears to be materially misstated.

• If, based on the work we have performed, we conclude
that there is a material misstatement of this other
information, we are required to report that fact. We
have nothing to report in this regard.

Responsibilities of Management and Board of Directors for
the Financial Statements

The Company’s Board of Directors is responsible for the
matters stated in Section 134(5) of the Act with respect to
the preparation of these financial statements that give a true

and fair view of the financial position, financial performance
including other comprehensive income, cash flows and
changes in equity of the Company in accordance with the
accounting principles generally accepted in India, including Ind
AS specified under Section 133 of the Act. This responsibility
also includes maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding
the assets of the Company and for preventing and detecting
frauds and other irregularities; selection and application
of appropriate accounting policies; making judgments and
estimates that are reasonable and prudent; and design,
implementation and maintenance of adequate internal
financial controls, that were operating effectively for ensuring
the accuracy and completeness of the accounting records,
relevant to the preparation and presentation of the financial
statements that give a true and fair view and are free from
material misstatement, whether due to fraud or error.

In preparing the financial statements, management and Board
of Directors are responsible for assessing the Company’s
ability to continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going concern
basis of accounting unless the Board of Directors either
intend to liquidate the Company or to cease operations, or
has no realistic alternative but to do so.

The Company's Board of Directors is also responsible for
overseeing the Company’s financial reporting process.

Auditor’s Responsibility for the Audit of the Financial
Statements

Our objectives are to obtain reasonable assurance about
whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to
issue an auditor’s report that includes our opinion. Reasonable
assurance is a high level of assurance, but is not a guarantee
that an audit conducted in accordance with SAs will always
detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken
on the basis of these financial statements.

As part of an audit in accordance with SAs, we exercise
professional judgment and maintain professional skepticism
throughout the audit. We also:

• Identify and assess the risks of material misstatement of
the financial statements, whether due to fraud or error,
design and perform audit procedures responsive to
those risks, and obtain audit evidence that is sufficient
and appropriate to provide a basis for our opinion. The
risk of not detecting a material misstatement resulting
from fraud is higher than for one resulting from error,
as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of
internal control.

• Obtain an understanding of internal financial controls
relevant to the audit in order to design audit procedures
that are appropriate in the circumstances. Under
Section 143(3)(i) of the Act, we are also responsible
for expressing our opinion on whether the Company
has adequate internal financial controls with reference
to financial statements in place and the operating
effectiveness of such controls.

• Evaluate the appropriateness of accounting policies
used and the reasonableness of accounting estimates
and related disclosures made by the management.

• Conclude on the appropriateness of management’s use
of the going concern basis of accounting and, based
on the audit evidence obtained, whether a material
uncertainty exists related to events or conditions
that may cast significant doubt on the Company’s
ability to continue as a going concern. If we conclude
that a material uncertainty exists, we are required to
draw attention in our auditor’s report to the related
disclosures in the financial statements or, if such
disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained
up to the date of our auditor’s report. However, future
events or conditions may cause the Company to cease
to continue as a going concern.

• Evaluate the overall presentation, structure and content
of the financial statements, including the disclosures,
and whether the financial statements represent the
underlying transactions and events in a manner that
achieves fair presentation.

Materiality is the magnitude of misstatements in the financial
statements that, individually or in aggregate, makes it probable
that the economic decisions of a reasonably knowledgeable
user of the financial statements may be influenced. We
consider quantitative materiality and qualitative factors in
(i) planning the scope of our audit work and in evaluating
the results of our work; and (ii) to evaluate the effect of any
identified misstatements in the financial statements.

We communicate with those charged with governance
regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including
any significant deficiencies in internal financial controls that
we identify during our audit.

We also provide those charged with governance with a
statement that we have complied with relevant ethical
requirements regarding independence, and to communicate
with them all relationships and other matters that may
reasonably be thought to bear on our independence, and
where applicable, related safeguards.

From the matters communicated with those charged with
governance, we determine those matters that were of most
significance in the audit of the standalone financial statements
of the current period and are therefore the key audit matters.
We describe these matters in our auditor’s report unless law
or regulation precludes public disclosure about the matter or
when, in extremely rare circumstances, we determine that a
matter should not be communicated in our report because
the adverse consequences of doing so would reasonably be
expected to outweigh the public interest benefits of such
communication.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act, based on our

audit we report that:

a) We have sought and obtained all the information
and explanations which to the best of our
knowledge and belief were necessary for the
purposes of our audit.

b) In our opinion, proper books of account as
required by law have been kept by the Company
so far as it appears from our examination of
those books except for not complying with the
requirement of audit trail as stated in (i)(vi) below.

c) The Balance Sheet, the Statement of Profit and
Loss including Other Comprehensive Income,
the Statement of Cash Flows and Statement of
Changes in Equity dealt with by this Report are in
agreement with the books of account.

d) In our opinion, the aforesaid financial statements
comply with the Ind AS specified under Section
133 of the Act.

e) On the basis of the written representations
received from the directors as on March 31,
2025 taken on record by the Board of Directors,
none of the directors is disqualified as on March

31, 2025 from being appointed as a director in
terms of Section 164(2) of the Act.

f) The modification relating to the maintenance of
accounts and other matters connected therewith
is as stated in paragraph (b) above.

g) With respect to the adequacy of the internal
financial controls with reference to financial
statements of the Company and the operating
effectiveness of such controls, refer to our
separate Report in “Annexure A”. Our report
expresses an unmodified opinion on the adequacy
and operating effectiveness of the Company’s
internal financial controls with reference to
financial statements.

h) With respect to the other matters to be included
in the Auditor’s Report in accordance with the
requirements of Section 197(16) of the Act, as
amended, in our opinion and to the best of our
information and according to the explanations
given to us, the remuneration paid by the
Company to its directors during the year is in
accordance with the provisions of Section 197 of
the Act.

i) With respect to the other matters to be included
in the Auditor’s Report in accordance with Rule
11 of the Companies (Audit and Auditors) Rules,
2014, as amended in our opinion and to the
best of our information and according to the
explanations given to us:

i. The Company has disclosed the impact of
pending litigations on its financial position
in its financial statements - Refer Note 39
to the financial statements.

ii. The Company did not have any long-term
contracts including derivative contracts for
which there were any material foreseeable
losses.

iii. There has been no delay in transferring
amounts, required to be transferred, to the
Investor Education and Protection Fund by
the Company.

iv. (a) The Management has represented that,

to the best of its knowledge and belief,
as disclosed in Note 43(f) to the financial
statements, no funds have been advanced
or loaned or invested (either from borrowed
funds or share premium or any other sources
or kind of funds) by the Company to or in
any other person(s) or entity(ies), including
foreign entities (“Intermediaries”), with
the understanding, whether recorded in
writing or otherwise, that the Intermediary
shall, directly or indirectly lend or invest in
other persons or entities identified in any
manner whatsoever by or on behalf of

the Company (“Ultimate Beneficiaries”) or
provide any guarantee, security or the like
on behalf of the Ultimate Beneficiaries.

(b) The Management has represented, that,
to the best of its knowledge and belief,
as disclosed in note 43(g) to the financial
statements, no funds have been received
by the Company from any person(s)
or entity(ies), including foreign entities
(“Funding Parties”), with the understanding,
whether recorded in writing or otherwise,
that the Company shall, directly or indirectly,
lend or invest in other persons or entities
identified in any manner whatsoever by or
on behalf of the Funding Party (“Ultimate
Beneficiaries”) or provide any guarantee,
security or the like on behalf of the Ultimate
Beneficiaries.

(c) Based on the audit procedures performed
that have been considered reasonable and
appropriate in the circumstances, nothing
has come to our notice that has caused us
to believe that the representations under
sub-clause (i) and (ii) of Rule 11(e), as
provided under (a) and (b) above, contain
any material misstatement.

v. The final dividend proposed in the previous
year, declared and paid by the Company
during the year is in accordance with
Section 123 of the Act, as applicable.

As stated in Note 16.2 to the financial
statements, the Board of Directors of the
Company has proposed final dividend for
the year which is subject to the approval
of the members at the ensuing Annual
General Meeting. Such dividend proposed
is in accordance with Section 123 of the
Act, as applicable.

vi. Based on our examination, which included
test checks, the Company has used
accounting software for maintaining its
books of account for the financial year
ended March 31, 2025 which has the
feature of recording audit trail (edit log) and
the same has operated throughout the year
for all relevant transactions recorded in the
software systems except that:

• the accounting software used for
maintenance of point of sales records
did not have the feature of recording
audit trail (edit log).

• in respect of software operated by
third party software service provider,
for maintaining payroll records w.e.f
October 1, 2024, in the absence of
an independent auditor’s System

and Organization Controls report
covering the audit trail requirement,
we are unable to comment whether
the audit trail feature of the said
software was enabled and operated
during this period, for all relevant
transactions recorded in the software
and whether there was any instance
of the audit trail feature been
tampered with. (Refer Note 44 to the
financial statements).

Further, during the course of our audit we
did not come across any instance of the
audit trail feature being tampered with, in
respect of accounting software for which
the audit trail feature was operating.

Additionally, audit trail that was enabled
and operated for the year ended March 31,
2024 has been preserved by the Company
as per the statutory requirements for
record retention, as stated in Note 44 to
the financial statements.